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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
To
Schedule 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(E)(1) of the Securities Exchange Act of 1934)
Cooper Industries, Inc.
(Name Of Issuer)
Cooper Industries, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $5.00 Per Share
(Title of Class of Securities)
216669101
(CUSIP Number of Class of Securities)
Diane K. Schumacher, Esq.
Cooper Industries, Inc.
1001 Fannin, Suite 4000
Houston, Texas 77002
(713) 739-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf
of the Person(s) Filing Statement)
Copy To:
Margaret L. Wolff, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
May 31, 1995
(Date Tender Offer First Published, Sent or Given
to Security Holders)
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Calculation of Filing Fee
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Transaction Valuation: $364,562,500(1) Amount of Filing Fee: $125,712
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/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $172,476 Filing Party: Cooper Cameron
Corporation
Form or Registration No.: Date Filed: March 14, 1995
Registration Statement on
Form S-4 of Cooper Cameron
Corporation (No. 33-90288)
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(1) Estimated solely for purposes of calculating the filing fee and
computed pursuant to Rule 0-11(a)(4) of the Securities Exchange Act of
1934, as amended. This amount assumes the acquisition by Cooper
Industries, Inc. of 9,500,000 shares of its Common stock, par value
$5.00 per share, for $38.375 per share, the average of the high and low
sales prices of a share of such common stock, as reported by the New
York Stock Exchange Composite Tape on May 25, 1995.
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This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4, dated May 31, 1995, of Cooper Industries, Inc., an
Ohio corporation ("Cooper"), relating to the offer by Cooper to exchange 2.25
shares of Common Stock, par value $.01 per share, of Cooper Cameron Corporation,
a Delaware corporation and a wholly-owned subsidiary of Cooper, for each share
of Cooper Common Stock, par value $5.00 per share (the "Cooper Common Stock"),
up to 9,500,000 shares of Cooper Common Stock, upon the terms and subject to the
conditions set forth in the Offering Circular-Prospectus, dated May 30, 1995
(the "Offering Circular-Prospectus") and in the related Letter of Transmittal.
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Offering Circular-Prospectus.
Item No. 9. Material to be Filed as Exhibits
Item 9 is hereby amended and supplemented to add the following exhibits:
99.13 Press Release issued by Cooper on June 30, 1995
99.14 Press Release issued by Cooper on June 30, 1995
99.15 Press Release issued by Cooper on July 3, 1995
2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: July 3, 1995
COOPER INDUSTRIES, INC.
By: /s/ DIANE K. SCHUMACHER
---------------------------
Diane K. Schumacher
Sr. Vice President, General
Counsel and Secretary
3
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
99.13 Press Release issued by Cooper on June 30, 1995
99.14 Press Release issued by Cooper on June 30, 1995
99.15 Press Release issued by Cooper on July 3, 1995
</TABLE>
4
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Exhibit No. 99.13
FOR IMMEDIATE RELEASE
June 30, 1995, 12:00 Noon, New York City Time
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER ANNOUNCES FIRST PRELIMINARY RESULTS OF COOPER CAMERON EXCHANGE OFFER
HOUSTON, June 30 -- Cooper Industries, Inc. (NYSE-CBE) announced that, as of
11:00 a.m. today, New York City time, 26,028,622 shares of Cooper Industries
common stock have been tendered and not withdrawn in response to its exchange
offer for Cooper Cameron Corporation stock. Less than .12 percent of the shares
tendered are held by odd-lot holders.
The exchange offer, proration period and withdrawal rights are
scheduled to expire at 5 p.m., New York City time, today. Additional shares may
be tendered or withdrawn until that time.
Cooper commenced the Exchange Offer on May 31, 1995, and is offering to
exchange 2.25 shares of Cooper Cameron Corporation common stock for each share
of Cooper Industries common stock. Cooper will accept a maximum of 9,500,000
Cooper shares (approximately 8 percent of the Cooper shares currently
outstanding) in the exchange offer. The exchange offer is conditioned upon,
among other things, a minimum of 8,550,000 shares of Cooper common stock being
validly tendered and not withdrawn prior to the expiration of the exchange
offer. If fully subscribed, the offer would result in Cooper's distributing 85.5
percent of the Cooper Cameron shares.
The Cooper Cameron shares have been approved for trading on the Nasdaq
National Market under the symbol "CRON."
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, tools and hardware, and automotive products. Cooper Cameron
Corporation manufactures, markets and services machinery and equipment used in
oil and gas exploration, drilling, production, transmission, storage and
processing, as well as compression equipment for industrial applications.
# # #
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Exhibit No. 99.14
FOR IMMEDIATE RELEASE
June 30, 1995, 3:00 P.M., New York City Time
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
COOPER ANNOUNCES PRELIMINARY RESULTS OF COOPER CAMERON EXCHANGE OFFER
HOUSTON, June 30 -- Cooper Industries, Inc. (NYSE-CBE) announced that, as of
2:00 p.m. today, New York City time, 33,259,852 shares of Cooper Industries
common stock have been tendered and not withdrawn in response to its exchange
offer for Cooper Cameron Corporation stock. Less than .1 percent of the shares
tendered are held by odd-lot holders.
The exchange offer, proration period and withdrawal rights are
scheduled to expire at 5:00 p.m., New York City time, today. Additional shares
may be tendered or withdrawn until that time.
Cooper commenced the Exchange Offer on May 31, 1995, and is offering to
exchange 2.25 shares of Cooper Cameron Corporation common stock for each share
of Cooper Industries common stock. Cooper will accept a maximum of 9,500,000
Cooper shares (approximately 8 percent of the Cooper shares currently
outstanding) in the exchange offer. The exchange offer is conditioned upon,
among other things, a minimum of 8,550,000 shares of Cooper common stock being
validly tendered and not withdrawn prior to the expiration of the exchange
offer. If fully subscribed, the offer would result in Cooper's distributing 85.5
percent of the Cooper Cameron shares.
The Cooper Cameron shares have been approved for trading on the Nasdaq
National Market under the symbol "CRON."
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, tools and hardware, and automotive products. Cooper Cameron
Corporation manufactures, markets and services machinery and equipment used in
oil and gas exploration, drilling, production, transmission, storage and
processing, as well as compression equipment for industrial applications.
# # #
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Exhibit No. 99.15
FOR IMMEDIATE RELEASE
July 3, 1995
Contact: Ellen H. Orsburn
Director, Corporate Communications
(713) 739-5423
APPROXIMATELY 33.8 MILLION COOPER SHARES
TENDERED IN COOPER CAMERON EXCHANGE OFFER
HOUSTON, July 3 -- Cooper Industries, Inc. (NYSE-CBE) announced today that
approximately 33,828,000 shares of its common stock were tendered in accordance
with the terms of its exchange offer for the shares of Cooper Cameron
Corporation. The exchange offer, which was oversubscribed, expired at 5:00 p.m.,
New York City time, on Friday, June 30, 1995.
Based on a preliminary count by the exchange agent, approximately
33,828,000 shares were tendered, including approximately 42,000 shares held by
odd-lot shareholders and 8,917,000 shares subject to guarantees of delivery. In
accordance with the terms of the offer, the company accepted all shares tendered
by eligible odd-lot shareholders. All other shares are subject to exchange on a
pro rata basis. The preliminary proration factor for all other shares is 28
percent, assuming all shares subject to guarantees of delivery are delivered in
accordance with the terms of the exchange offer. The final proration factor will
be announced on or about July 12, 1995.
Certificates for shares of Cooper Cameron common stock and checks in
lieu of fractional shares will be mailed promptly after final determination of
the proration factor, subject to proper delivery of Cooper shares in accordance
with the terms of the offer. All shares tendered and not exchanged will be
returned to shareholders.
-more-
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Cooper commenced the exchange offer on May 31, 1995, and offered to
exchange 2.25 shares of Cooper Cameron common stock for each share of Cooper
common stock tendered in the offer, up to a maximum of 9,500,000 Cooper shares,
resulting in 85.5 percent of the Cooper Cameron shares being distributed
pursuant to the exchange offer. Following the exchange of the 9,500,000 Cooper
shares, there will be approximately 107.5 million Cooper shares outstanding.
Cooper Industries is a diversified, worldwide manufacturer of
electrical products, tools and hardware, and automotive products. Cooper Cameron
Corporation manufactures, markets and services machinery and equipment used in
oil and gas exploration, drilling, production, transmission, storage and
processing, as well as compression equipment for industrial applications.
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